As filed with the US Securities and Exchange Commission on September 19, 2023.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
BURFORD CAPITAL LIMITED
(Exact name of registrant as specified in its charter)
Bailiwick of Guernsey | N/A |
____________________
Oak House, Hirzel Street
St. Peter Port
Bailiwick of Guernsey
GY1 2NP
(Address of Principal Executive Offices, including Zip Code)
____________________
BURFORD CAPITAL 2016 LONG TERM INCENTIVE PLAN
(Full title of the plan)
____________________
Puglisi & Associates
850 Library Avenue
Suite 204
Newark, Delaware 19711
(Name and address of agent for service)
(302) 738-6680
(Telephone number, including area code, of agent for service)
____________________
Copies to:
Mark N. Klein
General Counsel and Chief Administrative Officer
350 Madison Avenue
New York, New York 10017
Telephone: (212) 235-6820
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x | Accelerated filer ¨ | Non-accelerated filer ¨ |
Smaller reporting company ¨ | Emerging growth company ¨ |
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This registration statement on Form S-8 (this “Registration Statement”) is filed by Burford Capital Limited (the “Registrant”) pursuant to General Instruction E to Form S-8. The contents of the registration statement on Form S-8 previously filed on October 5, 2020 (Registration No. 333-249328) are incorporated by reference into, and made a part of, this Registration Statement, except as supplemented, amended or superseded by the information set forth in this Registration Statement. This Registration Statement is filed by the Registrant to register an additional 10,000,000 ordinary shares, no par value per share, of the Registrant that may become issuable under the Burford Capital 2016 Long Term Incentive Plan, as amended and renewed on May 13, 2020.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Except as described below, there is no provision of the Registrant’s articles of incorporation (the “Articles of Incorporation”) or the Registrant’s memorandum of incorporation (the “Memorandum of Incorporation”) or any contract, arrangement or statute, under which any director or officer of the Registrant is insured or indemnified in any manner against any liability which he or she may incur in his or her capacity as such.
In summary, Article 37 of the Articles of Incorporation provides that:
| (a) | to the extent permitted by the Companies (Guernsey) Law, 2008, as amended (the “Companies Law”), any director, alternate director, secretary, resident agent, other officer or auditor of the Registrant, and their respective heirs and executors (each, an “Indemnified Person”), shall be fully indemnified in so far as the Companies Law allows out of the assets and profits of the Registrant from and against all actions, suits, proceedings, expenses and liabilities (collectively, “Indemnification Matters”) which they or their respective heirs or executors may incur by reason of any contract entered into or any act or omission in or about the execution of their respective offices or trusts (including, without prejudice to the generality of the foregoing, against any costs, charges, expenses, losses or liabilities suffered or incurred by such persons in respect of any act or omission in the actual or purported execution and/or discharge of their duties and/or the exercise or purported exercise of their powers and discretions and/or otherwise in relation to or in connection with their duties, powers or offices in relation to the Registrant), except such (if any) as would otherwise attach to them in connection with any negligence, default, breach of duty or breach of trust in relation to the Registrant, and none of them shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipt for the sake of conformity or for any bankers or other person with whom any moneys or assets of the Registrant may be lodged or deposited for safe custody or for any bankers or other persons into whose hands any money or assets of the Registrant may come or for any defects of title of the Registrant to any property purchased or for insufficiency or deficiency of, or defect in, title of the Registrant to any security upon which any moneys of the Registrant shall be placed out or invested or for any loss, misfortune or damage resulting from any such cause as aforesaid or which may happen in or about the execution of their respective offices or trusts except should the same happen by or through their own negligence, default, breach of duty or breach of trust in relation to the Registrant, provided that Article 37 of the Articles of Incorporation shall be deemed not to provide for, or entitle any person to, indemnification to the extent that it would cause Article 37 of the Articles of Incorporation, or any part of it, to be treated as void under the Companies Law; |
| (b) | the Registrant shall pay the expenses (including lawyers’ fees) actually and reasonably incurred by an Indemnified Person in defending any Indemnification Matter in advance of its final disposition upon receipt of a written undertaking by or on behalf of such person to promptly repay all amounts advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such person is not entitled to be indemnified for such expenses under paragraph (a) above or otherwise. Payment of such expenses actually and reasonably incurred by such person may be made by the Registrant, subject to such terms and conditions as the directors in their discretion deem appropriate; and |
| (c) | the directors of the Registrant are empowered to purchase and maintain insurance (including, subject to applicable law, from an associated company or any of the Registrant’s subsidiary undertakings from time to time) for the benefit of a person who is or was a director, alternate director, secretary, resident agent, other officer or auditor of the Registrant or of a company which is or was a subsidiary undertaking of the Registrant or in which the Registrant has or had an interest (whether direct or indirect), indemnifying such persons |
| against liability for negligence, default, breach of duty or breach of trust or other liability which may lawfully be insured against by the Registrant (including, without prejudice to the generality of the foregoing, insurance against any costs, charges, expenses, losses or liabilities suffered or incurred by such persons in respect of any act or omission in the actual or purported execution and/or discharge of their duties and/or the exercise or purported exercise of their powers and discretions and/or otherwise in relation to or in connection with their duties, powers or offices in relation to the Registrant or any such other body). |
In summary, the Companies Law provides that:
| (a) | pursuant to section 157(1) of the Companies Law, any provision that purports to exempt a director from any liability in connection with any negligence, default, breach of duty or breach of trust in relation to a Guernsey company is void; |
| (b) | pursuant to section 157(2) of the Companies Law, any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company or an associated company, or a body corporate which is an overseas company and a subsidiary of the company, against any liability attaching to such director in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he or she is a director is void, except that section 157(2) of the Companies Law: |
| ● | does not prevent a Guernsey company from purchasing and maintaining for a director of the company, or any associated company, insurance against any such liability (see section 158 of the Companies Law); and |
| ● | does not apply to a qualifying third-party indemnity provision (see section 159 of the Companies Law). Section 159(2) of the Companies Law provides that “third party indemnity provision” means provision for indemnity against liability incurred by a director to a person other than the company or an associated company, and such provision does not provide any indemnity against: (i) any liability of the director to pay (A) a fine imposed in criminal proceedings, (B) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or (ii) any liability incurred by the director (A) in defending criminal proceedings in which he or she is convicted, (B) in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him or her, or (C) in connection with an application for relief under section 522 of the Companies Law in which the Royal Court of Guernsey refuses to grant him or her relief. |
ITEM 8. EXHIBITS.
| | |
Exhibit Number |
| Description |
| | |
4.1 | | |
| | |
4.2 | | |
| | |
4.3 | | |
| | |
5.1* | | |
| | |
23.1* | | |
| | |
23.2* | | |
| | |
24.1* | | Power of attorney (included as part of the signature pages attached hereto). |
| | |
107* | | |
* Filed herewith. | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Luzern, Switzerland on September 19, 2023.
BURFORD CAPITAL LIMITED | ||
By: | /s/ Christopher Halmy | |
Name: Christopher Halmy | ||
Title: Authorized Person | ||
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below hereby severally and individually constitutes and appoints Mark N. Klein his or her true and lawful attorney-in-fact and agent with full powers of substitution to sign on his or her behalf, individually and in any and all capacities (including the capacities stated below), any and all amendments (including post-effective amendments) to this Registration Statement and any subsequent registration statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act or Instruction E to Form S-8, in each case which relates to this Registration Statement, and all instruments or documents necessary or advisable in connection therewith and to file the same, with all exhibits thereto, and other instruments and documents in connection therewith, with the US Securities and Exchange Commission, granting to said attorney-in-fact and agent, full power and authority to perform each and every act and thing whatsoever necessary or advisable to be done in and about the premises, as fully and to all intents and purposes as any of the undersigned might or could do in person, hereby ratifying and confirming everything that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Name and Signature | Title | Date | ||
| | | | |
/s/ Christopher Bogart Christopher Bogart |
| Chief Executive Officer and Director (Principal Executive Officer) |
| September 19, 2023 |
|
| |||
/s/ Jordan Licht Jordan Licht |
| Chief Financial Officer (Principal Financial Officer) |
| September 19, 2023 |
|
| |||
/s/ Charles Utley Charles Utley |
| Chief Accounting Officer (Principal Accounting Officer) |
| September 19, 2023 |
| | | ||
/s/ Hugh Steven Wilson | | Chairman of the Board of Directors | | September 19, 2023 |
Hugh Steven Wilson | | | | |
|
| |||
/s/ Rukia Baruti |
| Non-Executive Director |
| September 19, 2023 |
Rukia Baruti | ||||
|
| |||
/s/ Robert Gillespie |
| Non-Executive Director |
| September 19, 2023 |
Robert Gillespie | ||||
|
|
| ||
/s/ Christopher Halmy Christopher Halmy |
| Non-Executive Director |
| September 19, 2023 |
|
|
| ||
/s/ John Sievwright John Sievwright |
| Non-Executive Director |
| September 19, 2023 |
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of the Securities Act, the undersigned, the duly authorized representative in the United States of Burford Capital Limited, has signed this Registration Statement or amendment thereto in the State of Delaware on September 19, 2023.
PUGLISI & ASSOCIATES | ||
By: | /s/ Donald J. Puglisi | |
Name: Donald J. Puglisi | ||
Title: Managing Director | ||
